Constitution of 'The Howard Davis Farm Trust'.

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A decision made (11/12/2008) regarding: Constitution of 'The Howard Davis Farm Trust'.

Decision Reference: MD-PH-2008-0098
Decision Summary Title :	DS – Constitution of “The Howard Davis Farm Trust”.		Date of Decision Summary:	09/12/08
Decision Summary Author:	Paul Griffin – Principal Valuer		Decision Summary: Public or Exempt?	Public
Type of Report: Oral or Written?			Person Giving Oral Report:	N/A
Written Report Title :	WR - Constitution of “The Howard Davis Farm Trust”		Date of Written Report:	09/12/08
Written Report Author:	Paul Griffin – Principal Valuer		Written Report : Public or Exempt?	Public
Subject: 845 To approve the Constitution of “The Howard Davis Farm Trust”
Decision(s): The Minister approved, the constitution of “The Howard Davis Farm Trust” to promote the training and research in respect of agriculture and horticulture in Jersey and/ or other countries or territories; the protection, enhancement monitoring of and training with regard to and research into the environment of Jersey and or other countries or territories; and to monitor the objectives referred to above.
Reason(s) for Decision: 1. The creation of the Trust is needed to receive a balance of the proceeds of any lease of Howard Davis Farm pursuant to Article 3 of the Howard Davis Farm (Abrogation of Covenant) (Jersey) Law 2008.
Resource Implications: Other than those detailed in the report there are no further financial or manpower Implications.
Action required: 1. The Director of Property Holdings is to copy this decision to the Assistant Minister, Treasurer and Deputy Treasurer.
Signature:		Position: Senator T A Le Sueur Minister MD-PH-2008-0098
Date Signed:		Date of Decision:

Constitution of 'The Howard Davis Farm Trust'.

TREASURY AND RESOURCES DEPARTMENT

PROPERTY HOLDINGS

Ministerial Decision - Minister for Treasury and Resources

Constitution of “The Howard Davis Farm Trust”.

PG 845

Purpose

Pursuant to the Draft Howard Davis Farm (Abrogation of Covenant) (Jersey) law 200- being approved by the States of Jersey by resolution on 17th July 2008 the Minister for Treasury and Resources is requested to approve the constitution of “The Howard Davis Farm Trust” as attached in Appendix 1.

Background

The house, farm buildings and land formerly known as ‘Parkfield’ were gifted to the Public of the Island by the late Thomas Benjamin Frederick Davis and accepted by Act of the States of 28th November 1927 and are now known as Howard Davis Farm. On the 17th July 2008 the States of Jersey approved the Draft Howard Davis Farm (Abrogation of Covenant) (Jersey) law 200- which allowed the restriction on the use of the land and buildings to be lifted. Article 3 of the Law provides for a balance of the proceeds of any lease of Howard Davis Farm to be transferred to a Trust established for purposes that reflect the purposes of the original gift of the ‘Parkfield’.

Conclusion

The constitution has been drafted by the Law Officers Department to reflect the purposes of the original gift and has been endorsed by the descendants of the Mr T.B.F. Davis who will also be some of the initial Trustees.

Recommendation

It is recommended that the Minister for Treasury and Resources approves the constitution of the “The Howard Davis Farm Trust”.

Written By: Paul Griffin

Principal Valuer/Estates Surveyor

Signature …………………………

Authorised By: David Flowers

Director of Property Holdings

Signature ………………………… 9 December 2008

APPENDIX 1

THE HOWARD DAVIS FARM TRUST

CONSTITUTION

1. Definitions

In this Constitution, the following words in the left-hand column shall be defined in accordance with the expressions set out in the right-hand column opposite.

Committee, the	The body of persons from time to time referred to in paragraph 5(1).
Howard Davis Farm	The house, farm buildings and land formerly known as ‘Parkfield’ which were gifted to the Public of the Island by the late Thomas Benjamin Frederick Davis and accepted by Act of the States of 28th November 1927
Initial Trustees, the	The persons referred to in the Schedule being those persons who have agreed with the Minister to be the first trustees of the Trust.
Law, the	The Loi (1862) sur les teneures en fidéicommis et l’incorporation d’associations, as amended.
Minister, the	The Minister for Treasury and Resources,
property	Moveable and immoveable property wheresoever situate.
States, the	The States of Jersey.
Trust, the	The Howard Davis Farm Trust.
trustees, the	The Initial Trustees or other trustees for the time being of the Trust and ‘trustee’ means each and any of the trustees

2. Name and Incorporation

The Trust shall be called “The Howard Davis Farm Trust” and shall be incorporated under the Law.

3. Objects

The Objects of the Trust are to promote -

(a) training and research in respect of agriculture and horticulture in Jersey and/or other countries or territories;

(b) the protection, enhancement, monitoring of, and training with regard to and research into the environment of Jersey and/or of other countries or territories; and

and to monitor the objectives referred to in (a) and (b) and above.

4. Powers

To achieve its objects, the Trust may –

(a) receive the proceeds transferred by the Treasurer of the States to the Trust of any lease of Howard Davis Farm pursuant to Article 3 of the Howard Davis Farm (Partial Abrogation of Covenant) (Jersey) Law 2007 (as amended from time to time, and includes any enactment that, from time to time, replaces it) and raise money by means of contributions, donations and legacies, grants, loans and other sources;

(b) receive and accept, from any source, gifts and grants of money and/or of any other kind of property whether unconditionally or subject to any terms, conditions or trusts;

(c) subject to paragraph 8(4) purchase, take on, lease or exchange, hire or otherwise acquire any property which the Trust may think necessary for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary for the work of the Trust;

(d) administer grants from funds provided by the States and deriving from contractual arrangements for private sector groups using States facilities;

(e) take such lawful steps by appeals, public meetings, or other means as may from time to time be deemed expedient for the purpose of procuring contributions to the Trust from donations, or otherwise;

(f) arrange, prepare, print, publish, issue and disseminate any pamphlet, book, document, film, recording or other work and to fix, make and receive fees, royalties and other charges therefore and for admission to and otherwise in respect of any exhibition, lecture, display, course of instruction or other activity connected with the objects of the Trust;

(g) subscribe to, become a member of or co-operate with any organisation, institution, society or body involved or interested in matters which are within the objects of the Trust;

(h) subject to paragraph 8(4) sell, manage, lease, hypothecate, dispose of or otherwise deal with all or any part of the property of the Trust;

(i) at its absolute discretion, invest the monies of the Trust not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;

(j) employ, contract with or otherwise commission, instruct or engage persons, whether as employees, officers, advisers or otherwise;

(k) pay out of the funds of the Trust the costs, charges and expenses of and incidental to the formation, incorporation, maintenance, development and activities of the Trust;

(l) do any such other lawful things as will further the attainment of its objects;

(m) at any time or times and from time to time accumulate any income of the Trust by investing or laying out the same in acquisition of any investments or property and all accumulations so made shall be applied (as to both capital and income) towards the objects of the Trust;

(n) subject as aforesaid and as provided by paragraph 8(2) below apply all income (including any proceeds or money received under sub-paragraph 4(a) hereof) to the Trust, howsoever generated, solely towards the Objects of the Trust;

(o) institute and defend proceedings at law and proceed to the final end and determination thereof or compromise the same;

(p) without prejudice to the generality of sub-paragraph 4(j) hereof from time to time employ and act upon the advice of an investment adviser.

5. Committee of Trustees

(1) The business and property of the Trust shall be controlled and managed by a Committee of Trustees.

(2) The Committee shall comprise no less than five and no more than seven trustees.

(3) The first trustees of the Committee shall be the Initial Trustees and thereafter trustees shall be appointed or re-appointed to the Committee of Trustees as follows –

(i) Minister’s Appointee

The Minister shall appoint one trustee, such person to be ordinarily resident in Jersey.

(ii) Other Trustees

No more than six trustees shall be appointed by the Committee and as such at least three are to be ordinarily resident in Jersey (hereinafter referred to as ‘resident trustees’).

(4) The first Chairman of the Committee shall be the Initial Trustee designated as such in the Schedule and shall hold office until such time as he or she ceases to be a trustee or resigns from such office; all subsequent Chairmen shall be chosen by the Committee from amongst their number for such a period as it shall determine. The Committee shall appoint one of the resident trustees or the trustee appointed under 5(3)(i) above to be Vice-Chairman. The Committee shall appoint one of its members to be Treasurer and another of its members to be Secretary for such a period as it shall determine. Save for the Vice-Chairman who may also hold either the office of Treasurer or Secretary (as the case may be) a trustee shall not hold more than one office at the same time.

(5) The Committee may, as it sees fit, invite any person to attend its meetings and/or provide advice in an ex-officio capacity.

(6) A trustee shall hold office until such time as he or she resigns or otherwise ceases to be a trustee as referred to herein. When a trustee who holds the position of Vice-Chairman, Treasurer or Secretary retires, the Committee shall appoint another of its members to fill the vacant position.

(7) All decisions of the Committee will be binding provided they are achieved through a majority of all the Trustees.

(8) A trustee’s membership of the Committee may be terminated by a majority of all members of the Committee.

(9) A trustee may resign by giving not less than one month’s notice in writing to the Chairman or to such other person as the Committee may from time to time designate for the receipt of notices of resignation.

(10) A trustee shall cease to hold office -

(i) upon his or her death;

(ii) if he or she becomes bankrupt within the meaning of Article 8 of the Interpretation (Jersey) Law 1954 or insolvent by the law of the jurisdiction in which he or she is ordinarily resident;

(iii) if, being resident in Jersey –

(a) he or she is admitted compulsorily to hospital or guardianship, or

(b) a curator is appointed to administer his or her property and affairs under the provisions of the Mental Health (Jersey) Law 1969;

(iv) if, being a trustee who is not ordinarily resident in the Island –

(a) he or she is made the subject of an order under the law of the jurisdiction in which he or she is ordinarily resident corresponding to an order for compulsory admission to hospital or guardianship made under the provisions of the Mental Health (Jersey) Law 1969, or

(b) he or she is deprived by a court of competent jurisdiction of the power to manage and administer his or her property and affairs;

(v) if he or she is sentenced to a term of imprisonment by a court of competent jurisdiction;

(vi) if, being one of the resident trustees appointed under sub-paragraph 5(3)(ii), he or she ceases to be ordinarily resident in Jersey.

(11) Should paragraphs 5(8)-(l0) hereof be invoked and should a trustee be removed from the Committee or should a vacancy occur due to a trustee dying or resigning from office or ceasing to hold office then –

(i) in the case of a trustee appointed by the Minister, the Minister shall appoint another trustee to the Committee;

(ii) in the case of a trustee who is not appointed by the Minister, the Committee shall appoint another trustee or trustees to the Committee.

(12) If the number of trustees shall fall to four, those four trustees shall at the next available meeting of the Committee be bound to appoint at least one additional trustee. Should those four trustees fail or be unable to find a person willing to be appointed a trustee, the matter shall be referred to the Royal Court for directions, and the Royal Court shall have the power to appoint such person as it thinks fit to fill such vacancy.

(13) A trustee who has ceased to hold office in accordance with the provisions of paragraph 5(10) shall not be eligible for reappointment for such time as the ground upon which he or she ceased to hold office continues.

(14) A trustee who has been removed from office in accordance with the provisions of paragraph 5(8) shall not be eligible for reappointment save by or with the consent of the remaining trustees.

(15) For the duration of his or her appointment each trustee shall be an officer of the Trust and shall -

(i) promote the objects of the Trust;

(ii) act bona fide in the best interests of the Trust.

(16) Anything done by a trustee in furtherance of a transaction described in Article 2(1) of the Howard Davis Farm (Abrogation of Covenant) (Jersey) Law 200- shall be taken to satisfy the obligation in paragraph 5(15) if the conditions for the time being specified in the Schedule to that Law have been met.

(17) New or additional trustees may be appointed by the Committee, subject always to the limitations of paragraphs 5(2) and 5(3).

6. Accounts

(1) The Committee shall cause to be kept proper accounts in respect of –

(i) all sums of money received and expended by the Trust and the matters in respect of which such receipts and expenditure take place; and

(ii) all assets and liabilities of the Trust.

(2) There shall be a current account and/or a deposit account under the name of the Trust opened and maintained in a bank in Jersey or the Jersey branch of a bank established elsewhere.

(3) All funds of the Trust shall as soon as possible after receipt be paid into its bank accounts. Such accounts shall be under the control of the Committee, which shall from time to time provide for its method of operation, but so that the signature of at least 2 members of the Committee, one of whom shall be either the Chairman or the Secretary or the Treasurer shall at all times be required to operate the accounts.

(4) The Committee shall cause accounts to be prepared to the 31st December of each year in accordance with accounting principles generally accepted in Jersey.

(5) The books of account shall always be open to inspection by any trustee or the Minister.

(6) The Committee shall make adequate arrangements for the security and safe custody of all monies and books belonging to the Trust.

(7) The Committee shall cause the books to be audited at least once in each year by one or more qualified accountants and shall provide books of account in which shall be kept all proper accounts of all money received and paid respectively by or on behalf of the Committee.

7 Committee Meetings

(1) At a meeting of the Committee -

(i) there must be a quorum of four trustees participating when the number of trustees of the Trust is seven and in all other circumstances the quorum shall be three;

(ii) the Chairman shall preside, or in the Chairman’s absence the Vice-Chairman shall preside or in the absence of both the Chairman and the Vice-Chairman those trustees participating may elect from their number a Chairman for that meeting; and

(iii) each trustee shall have one vote on each matter for deliberation; and

(iv) no trustee shall have a second or casting vote and in the event of there being a tied vote the status quo shall prevail.

(2) A resolution shall be a valid resolution of the Trust even though it was not passed at a meeting of the Committee if -

(i) it is signed or assented to by a majority of all the trustees; and

(ii) proper notice of no less than four weeks of the proposed resolution was given to all the trustees.

(3) The Secretary shall keep a Minute Book recording in a proper and full manner the proceedings and decisions of the Committee, including minutes of any business transacted in accordance with paragraph 7(2) above.

(4) The Committee shall meet as follows -

The Committee shall meet not less than once a year and otherwise as convened by the Chairman.
The Chairman may convene a meeting of his or her own motion and shall convene a meeting if requested to do so by notice in writing signed by not less than two of the trustees other than the Chairman.
Meetings of the Committee shall unless the Committee determine otherwise take place in Jersey.
Meetings of the Committee may also be held by media or multi-media format (such as by video link or by conference call facilities) provided that such a format results in an instant and contemporaneous communication between the trustees taking part in that meeting.

(5) Subject to the provisions of this Constitution, the Committee may regulate its own proceedings including the period of notice to be given of any meeting, which shall however not be less than four weeks, unless the notice period is waived by all the trustees, and may adopt, alter, amend or vary rules for that purpose.

(6) A person invited to a Committee Meeting in accordance with paragraph 5(5) above shall not have a right to vote at Committee Meetings and shall cease to attend Meetings upon the majority of trustees present at any Meeting so resolving.

8. Finance

(1) The financial year of the Trust shall be from January 1st to December 31st.

(2) All property or money received by or for the Trust shall be applied for the objects of the Trust and shall not be given or paid to any member or officer of the Trust, except by way of payment for services actually rendered (other than as trustee) to the Trust or for expenditure properly incurred on its behalf.

(3) Decisions on the acquisition or disposal of property shall be taken by a vote at a meeting of the Committee.

(4) Notwithstanding the generality of paragraph (2) above, the powers referred to in paragraph 4(c) and paragraph 4 (h) must be exercised in such a way that immovable property situate outside Jersey accounts for no more than 331/3% of the aggregate value of the trust fund at the time of acquisition.

9. Accountability to the States of Jersey

The Committee shall present annually to the Minister, for onward presentation to the States, the audited accounts of the Trust and a report of its activities.

10 Alteration to the Constitution

This Constitution may be altered by a resolution passed by an absolute majority of the Committee, provided that no such resolution shall be considered unless a notice in writing setting out the terms of the resolution shall have been sent to every member of the Committee not less than 42 days before the date of the Meeting at which it is to be considered: PROVIDED ALWAYS that no alteration to this Constitution shall be effective until approved by the Royal Court of Jersey in accordance with the Law.

11. Representation

The Chairman, the Vice-Chairman or Secretary shall represent the Trust before the Royal Court and before all other Courts and Tribunals in accordance with the Law.

12. Seal

The Trust may authenticate its acts by the use of a common seal. The common seal shall be affixed to any document by two trustees duly authorised in each and every instance by a resolution of the Committee.

13 Indemnities

(1) The trustees shall be indemnified by the Trust against any expenses reasonably and properly incurred by them as a result of acting as the representatives of the Trust.

(2) In the performance of their functions and duties hereunder no trustee shall be liable for any loss to the Trust arising:-

(a) in consequence of the failure, depreciation or loss of any investment or investments made in good faith or by reason of any mistake or omission made in good faith;

(b) by reason of any improper investment made in good faith or for the negligence or fraud of any agent employed in good faith by the Trust although the employment of such agent was not strictly necessary or expedient; or

(c) by reason of any mistake or omission made by any trustee or by reason of any other matter or thing except wilful and individual fraud or wrongdoing on the part of the trustee whom it is sought to make liable.

14. Dissolution

(1) The Trust may only be dissolved by Order of the Royal Court.

(2) In the event of a decision being made to apply to the Royal Court to dissolve the Trust, the remaining funds and assets shall be applied to such other charitable purpose as the Court considers to be consistent with the original Objects.

SCHEDULE

(Initial Trustees)

	Name	Proposed Position

Trustee 1	Mrs. Aylwen Lyddell	Chairman
Trustee 2	Mr Richard Pirouet	Vice Chairman Treasurer
Trustee 3	Mr Paul Tucker	Secretary
Trustee 4	Mr. Roderick Stevens
Trustee 5	Mr. Atholl Swainston-Harrison
Trustee 6	Mr Michael Stentiford
Trustee 7	Appointee of the Minister for Treasury and Resources